VOTING AGREEMENT
VOTING AGREEMENT, dated as of this __ day of [Closing Date]
("Agreement"), among each of the persons listed under the caption
"Target
Group" on Exhibit A attached hereto (the "Target Group"), each of
the
persons listed under the caption "Founders Group" on Exhibit A
attached
hereto (the "Founders Group") and Arpeggio Acquisition Corporation,
a
Delaware corporation ("Parent"). Each of the Target Group and the
Founders
Group is sometimes referred to herein as a "Group". For purposes of
this
Agreement, each person who is a member of either the Target Group
or the
Founders Group is referred to herein individually as a
"Stockholder" and
collectively as the "Stockholders".
WHEREAS, as of December 5, 2005, each of Parent, Hill
International, Inc. (the "Company"), a Delaware corporation, and
the
Stockholders who are members of the Target Group have entered into
an
Agreement and Plan of Merger (the "Merger Agreement") that
provides, inter
alia, upon the terms and subject to the conditions thereof, for the
merger
of the Company into Parent (the "Merger");
WHEREAS, as of the date hereof, each Stockholder who is a member
of the Founders Group owns beneficially and of record shares of
common
stock of Parent, par value $0.0001 per share ("Parent Common
Stock"), as
set forth opposite such Stockholder's name on Exhibit A hereto (all
such
shares and any shares of which ownership of record or the power to
vote is
hereafter acquired by any of the Stockholders, whether by purchase,
conversion or exercise, prior to the termination of this Agreement
being
referred to herein as the "Shares");
WHEREAS, at the Effective Time, all shares of Company Common
Stock beneficially owned by each Stockholder who is a member of the
Target
Group shall be converted into the right to receive and shall be
exchanged
for his, her or its pro rata portion of the shares of Parent Common
Stock
to be issued to the Company's security holders as consideration in
the
Merger;
WHEREAS, as a condition to the consummation of the Merger
Agreement, the Stockholders have agreed, severally, to enter into
this
Agreement; and
WHEREAS, capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements and covenants set forth herein and in the Merger
Agreement, and intending to be legally bound hereby, the parties
hereto
hereby agree as follows:
ARTICLE I
VOTING OF SHARES FOR DIRECTORS
SECTION 1.01 Vote in Favor of the Directors. During the term of
this
Agreement, each Stockholder agrees to vote the Shares of Parent
Common Stock he,
she or it now owns, or will hereafter acquire prior to the
termination of this
Agreement, for the election and re-election of the following
persons as
directors of Parent:
(a) Six (6) persons, (i) four of whom shall at all times be
"independent directors," within the meaning of the Nasdaq rules,
and (ii)
all of whom shall be designees of the Target Group; with two (2) of
such
designees to stand for election in 2006 ("Class A Directors"), who
shall
initially be Irvin E. Richter and a person to be designated prior
to the
Closing Date (as defined in the Merger Agreement), who shall be an
"independent director;" two (2) of such designees to stand for
election in
2007 ("Class B Directors"), who shall initially be David L. Richter
and a
person to be designated prior to the Closing Date, who shall be an
"independent director," and two (2) of such designees, to stand for
election in 2008 ("Class C Directors"), who shall initially be
designated
prior to the Closing Date, each of whom shall be an "independent
director"
(collectively, the "Target Directors"); and
(b) Three (3) persons, (i) at least one of whom shall at all
times be an "independent director," and (ii) all of whom shall be
designees
of the Founders Group, which designees initially shall be Arnaud
Ajdler,
who shall be elected as a Class A Director, Eric Rosenfeld, who
shall be
elected as a Class B Director, and a person to be designated prior
to the
Closing Date, who shall be an "independent director" and elected as
a Class
C Director (the "Founders Directors," and together with the Target
Directors, the "Director Designees").
Neither the Stockholders, nor any of the officers, directors,
stockholders, members, managers, partners, employees or agents of
any
Stockholder, makes any representation or warranty as to the fitness
or
competence of any Director Designee to serve on the Board of
Directors by
virtue of such party's execution of this Agreement or by the act of
such
party in designating or voting for such Director Designee pursuant
to this
Agreement.
Any Director Designee may be removed from the Board of Directors
in the manner allowed by law and Parent's governing documents
except that
each Stockholder agrees that he, she or it will not, as a
stockholder, vote
for the removal of any director who is a member of Group of which
such
Stockholder is not a member. If a director is removed or resigns
from
office, the remaining directors of the Group of which the vacating
director
is a member shall be entitled to appoint the successor.
SECTION 1.02 Vote in Favor of Stock Option Plan. During the term of
this Agreement, each Stockholder agrees to vote the Shares of
Parent Common
Stock he, she or it now owns, or hereafter acquires prior to the
termination of
this Agreement, in favor of the adoption of the Parent Plan (as
defined in the
Merger Agreement).
SECTION 1.03 Obligations of Parent. Parent shall take all necessary
and desirable actions within its control during the term of this
Agreement to
provide for the Parent Board of Directors to be comprised of nine
(9) members
and to enable the election to the Board of Directors of the
Director Designees.
SECTION 1.04 Term of Agreement. The obligations of the Stockholders
pursuant to this Agreement shall terminate immediately following
the election or
re-election of directors at the annual meeting of Parent that will
be held in
2007.
SECTION 1.05 Obligations as Director and/or Officer. Nothing in
this
Agreement shall be deemed to limit or restrict any director or
officer of Parent
from acting in his or her capac
